EXHIBIT 4.1

                          HERTZ TECHNOLOGY GROUP, INC.

              Incorporated Under the Laws of the State of Delaware


                                                              CUSIP: 42804Y 10 5



This certifies that


is the owner of

         Fully paid and non-assessable shares of Common Stock of the par value
of $.001 per share of Hertz Technology Group, Inc., transferable on the books of
the Corporation by the holder hereof in person or by duly authorized Attorney,
upon surrender of this Certificate, properly endorsed. This certificate is not
valid until countersigned and registered by the Transfer Agent and Registrar.

         IN WITNESS WHEREOF, the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.


Dated:


Secretary:                                                    President: